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Governance & Constitutional Committee Report 31/05/03

Several issues have arisen in the recent past that need to be addressed by this Committee.

  1. It has become apparent that the time-line in the Constitution for distribution of the Audited accounts is too tight. This has been particularly exposed by the need to produce consolidated accounts due to a change in the rules from the IRD. To achieve this it is required that not only are the Society's accounts finalised and audited but also the subsidiaries of the Society. The various audited accounts are then consolidated into a group set of accounts.

    Added to these concerns is the time-frame for producing the annual report. This year we have decided to produce a properly designed and bound printed report which can double-up as a promotional tool. This requires that the papers all be written, the accounts audited and all the documents be passed to the designer to be readied for printing, which also requires time. All this prior to distribution. Because the ICANN meetings clashed with the original date set for the AGM we have moved the AGM back by two weeks so further compressing the time available to get all the works completed.

    The Society's auditors would be happy with a two week extension so only requiring that the distribution date be moved forward for the audited accounts, but given all the ramifications of possible date conflicts in future years along with these other considerations the Committee proposes extending limit of the time period for holding the Society AGM from 3 months following the end of the financial year to 4 months.

  2. Admin Committee versus Executive Committee. This matter was first discussed in October and November 2002 by the precursor to this Committee, the Constitutional Working Group. At that time a recommendation was made that there were sound reasons for this change, but the paper was tabled in light of the various other structural changes that were being put in place at the time. The matter has twice more been raised in the intervening period. In our efforts to sustain forward momentum in the thrust towards better governance and with the discussion concerning Chairs of Committees there is a valid argument for the evolution of the Admin Committee to an Executive Committee, because although I do not entirely agree with the President, that this is not much more than a name change, the general direction taken by the Admin Committee in the last year to 18 months has been towards more of an Executive Committee role (in which I do agree with Simon). The Committee is recommending that the change to an Executive Committee be formalised.
  3. Electronic AGM. Following our failure last year to obtain a quorate AGM it has been suggested that the Society should enable the provision of holding the AGM electronically. There are no barriers to this suggestion when viewed in the light of the general Constitutional changes that were put in place in 2001. By moving the election of Officers and Councillors and permitting Constitutional changes to an electronic/postal format to take place the two most fundamental voting rights for Members have been enabled. There is no bar to being able to discuss any issues surrounding the rest of the AGM requirements on-line via the mailing lists, and provided that a provision is included permitting a number of Members to vote for a face-to-face meeting the inclusion of such a provision should neither disenfranchise any Member nor cause any difficulties for the Society in undertaking its legal obligations. Although this provision was originally intended to be put in place in time for the 2003 AGM it was decided that this year the substance of the Society's work over the last 12 months has been so important that a face-to-face AGM should be held, so the Committee is recommending that the provision will be put in place to permit future AGMs to be held electronically.

Recommendations:

  1. That there be a change to the Constitution to extend the period within which the AGM must be held from 3 months to 4 months following the end of the financial year.
  2. That the Admin Committee be formally evolved into the Executive Committee.
  3. That a Constitutional provision be made to permit the AGM to be held electronically and to include a proviso that X Members (minimum to match quorum) may petition to hold any given AGM as a face-to-face meeting.

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